ex10-3.htm


     

    AMENDMENT
NO. 2 AND WAIVER TO PURCHASE AGREEMENT

     

    THIS AMENDMENT NO. 2 AND WAIVER TO
PURCHASE AGREEMENT is made as of November 30, 2009 (this “Amendment and Waiver”) between
GRANT THORNTON LIMITED
in its capacity as interim receiver and receiver and manager of EGC
Holdings Ltd. (“EGC
Holdings”) and not in its personal capacity (“Receiver”), and CENTURY CASINOS EUROPE GMBH
(“Purchaser”).

     

    WHEREAS,
Receiver and Purchaser are parties to a Purchase Agreement made as of November
6, 2009, as amended by that Amendment No. 1 to Purchase Agreement made as of
November 24, 2009 (together, the “Purchase
Agreement”).

     

    WHEREAS,
Receiver has requested that Purchaser waive its rights to terminate the Purchase
Agreement pursuant to and in accordance with the provisions of Section 10.2
thereof, and Purchaser has agreed, subject to the terms and conditions hereof
and the limitations contained herein.

     

    WHEREAS,
Receiver and Purchaser wish to further amend the Purchase Agreement upon the
terms and subject to the conditions set forth herein.

     

    NOW,
THEREFORE, in consideration of the mutual agreements in this Amendment, Receiver
and Purchaser agree as follows:

     

    1.           Definitions

     

    Capitalized terms not defined herein
shall have the meanings ascribed to such terms in the Purchase
Agreement.

     

    2.           Amendments

     

    2.1           Section
1.1(k) of the Purchase Agreement shall be deleted in its entirety and the
following inserted in substitution therefor:

     

    ““Due Diligence Period” means
the period commencing on the Effective Date and ending on December 11,
2009.”

     

    2.2           Section
10.4 of the Purchase Agreement shall be deleted in its entirety and the
following inserted in substitution therefor:

     

    “10.4           No
later than 5.00 p.m., Vancouver time, on November 30, 2009, Purchaser shall
deliver to Receiver a true and complete list of the Purchaser Approved Retained
Liabilities (the “List”).  Receiver
acknowledges that the Purchaser Approved Retained Liabilities will not include the
Consulting Agreement dated October 2, 2007, as amended, between Silver Dollar
and Frank Sisson’s Silver Dollar Entertainment Ltd.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.3           Section
16.2(c) of the Purchase Agreement shall be amended by the deletion of “and” at
the end of such Section, and Section 16.2(d) of the Purchase Agreement shall be
deleted in its entirety and the following inserted in substitution
therefor:

    
      	
               
      

            	
              “(d)

            	
              (i) an
      originally executed and registrable discharge of the
      mortgage registered as instrument number  071 499 683
      registered in favor of 1144515 Alberta Ltd as mortgagee, together with
      written authorization from Fortress and 1144515 Alberta Ltd. for
      Purchaser to submit same for registration; (ii) an
      originally executed and registrable discharge of the
      caveat registered as instrument number 071 499 684 registered in
      favor of 1144515 Alberta Ltd as caveator, together with written
      authorization from Fortress and 1144515 Alberta Ltd. for Purchaser to
      file the same; (iii) a copy of the irrevocable direction to McCarthy
      Tétrault LLP to discharge that certain Security Agreement registered at
      the Alberta Personal Property Registry as registration
      number 07100111116 in favor of Fortress Credit Corp. as to Silver
      Dollar and EGC Properties; (iv) a copy of the irrevocable direction
      to McCarthy Tétrault LLP to discharge that certain Land Charge
      registered at the Alberta Personal Property Registry as
      registration number 07100111157 in favor of Fortress Credit Corp. as
      to Silver Dollar and EGC Properties; and (v) a discharge of any other
      security registrations by Fortress or any affiliate thereof as to Silver
      Dollar and EGC Properties; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              such
      other documents and instruments as reasonably required by Purchaser
      to give effect to the transactions contemplated
  hereby.”

            


    

     

     

    3.           Waiver

     

    3.1           Subject
to Section 3.2 below, Purchaser hereby waives its rights under Section 10.2 of
the Purchase Agreement to terminate the Purchase Agreement; provided that
Purchaser shall retain the right to terminate the Purchase Agreement under
Section 10.2 if Purchaser is not satisfied in its sole discretion with the
results of Purchaser’s due diligence with respect to tax matters relating to
intercompany indebtedness of the Subsidiaries.

     

    3.2           Notwithstanding
the waiver by Purchaser pursuant to Section 3.1 above, Receiver shall deliver to
Century during the Due Diligence Period such information concerning the current
amounts of the intercompany debts owed by Silver Dollar and EGC Properties, the
origins thereof and such other information relating thereto as Purchaser may
reasonably request, in each case to the extent the Receiver has such information
in its possession, or is hereafter able to obtain from Evergreen.

     

    4.           Effectiveness
of Purchase Agreement

     

    The
Purchase Agreement as amended hereby, and subject to the waiver contained
herein, shall continue in full force and effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN
WITNESS WHEREOF the parties have executed this Amendment and Waiver effective as
of the day and year first above written notwithstanding the date of
execution.

    


     

    
      	
              GRANT THORNTON LIMITED
      in its capacity as interim receiver and receiver and manager of EGC
      Holdings Ltd., and not in its personal capacity

            	 
      	
              CENTURY
      CASINOS EUROPE GMBH

            
	
              Per:

            	/s/
      Mark Wentzell	 
      	
              Per:

            	/s/
      Larry Hannappel 
	 
      	
              Authorized
      Signatory

            	 
      	 
      	
              Authorized
      Signatory

            
	 
      	Mark
      Wentzell CA,CIRP	 
      	 
      	Larry
      Hannappel 
	 
      	
              Name

            	 
      	 
      	
              Name

            
	 
      	Senior
      Vice President	 
      	 
      	Authorized
      Signatory 
	 
      	
              Title

            	 
      	 
      	
              Title

            
	 
      	30
      November 2009	 
      	 
      	30
      November 2009 
	 
      	
              Date
      of Execution

            	 
      	 
      	
              Date
      of Execution

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
undersigned, as solicitors for Grant Thornton Limited in its capacity as interim
receiver and receiver and manager of EGC Holdings Ltd., and not in its personal
capacity, (i) acknowledges the terms of the foregoing Amendment and Waiver, and
(ii) confirms that it is not released from its obligations under Sections 3 and
6 of the Purchase Agreement relating to the Deposit and the Section 3.1(b)
Amount.

     

     

    


    FASKEN
MARTINEAU DUMOULIN LLP

     

    


     

    
      	
              Per:

            	/s/
      John Grieve
	 
      	
              Authorized
      Signatory

            
	 
      	 John
      Grieve
	 
      	
              Name

            
	 
      	Partner
	 
      	
              Title

            
	 
      	30
      November 2009
	 
      	
              Date
      of Execution

            


    

    


     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Fortress
agrees that subject to satisfaction (or express written waiver by Fortress) of
each of the following conditions, Fortress shall execute the Fortress Release
and deliver the Fortress Release to Purchaser at the Closing: (i)  the
Vesting Order obtained by the Receiver includes a provision that the release of
any claims of Fortress against the Subsidiaries and the liens of Fortress in the
Assets and the Shares is without prejudice to and does not in any way adversely
affect the claims of Fortress against, and the liens of Fortress in the assets
of, any of the other Evergreen subsidiaries, and (ii) Fortress receives from the
Receiver, acting on behalf of such other Evergreen subsidiaries, reaffirmations
of the obligations of such other Evergreen subsidiaries to Fortress which
reaffirmations are in form acceptable to Fortress and are executed and delivered
pursuant to such court authorization as Fortress, the Receiver or its counsel
may deem necessary.

     

    


     

    FORTRESS
CREDIT CORP., as Agent for Fortress Credit Opportunities I LP and Fortress
Credit Funding II LP

     

    
       

      
        	
                By::

              	/s/
      Constantine Dakolias
	 
      	
                 

              
	Name:	Constantine
      Dakolias
	 
      	
                 

              
	 Title:
      	President
	 	
                 

              
	Date
      of Execution:  	30
      November 2009